The Jones Group Inc. (NYSE: JNY) ("The Jones Group" or the "Company") and Sycamore Partners yesterday announced that they have entered into a definitive agreement pursuant to which affiliates of Sycamore Partners will acquire The Jones Group for $15.00 per share in cash, or a total of approximately $1.2 billion. The transaction is valued at approximately $2.2 billion, including net debt. Upon completion of the transaction, The Jones Group will become a privately held company.
Under the terms of the agreement, The Jones Group's shareholders will receive $15.00 in cash for each share of The Jones Group's common stock. This represents a premium of approximately 19% to The Jones Group's 30-day volume weighted average stock price for the period ended April 11, 2013, the last trading day prior to when media speculation began regarding the Company's plans to sell all or parts of its portfolio. The agreement was unanimously approved by The Jones Group's Board of Directors.
Sidney Kimmel, The Jones Group Founder and Chairman of the Board of Directors, said: "We are pleased to have reached this agreement, which we believe is a positive development for all of our stakeholders. This business, which I founded nearly 45 years ago, has expanded into a global portfolio of powerful brands. I am proud of our heritage and believe The Jones Group's brands will thrive through our partnership with Sycamore."
Wesley R. Card, The Jones Group Chief Executive Officer, said: "This transaction is a result of diligent analysis and thoughtful strategic deliberations over many months with the assistance of our advisors. This all-cash transaction delivers immediate and compelling value to our shareholders. Sycamore Partners is an experienced investor in the retail sector, and, as a private company, Jones will have the flexibility to help our brands reach their true potential. We look forward to continuing to deliver exceptional products that resonate with our customers."
Stefan Kaluzny, Managing Director of Sycamore Partners, said: "We are honored that the Board of The Jones Group has entrusted Sycamore Partners as the steward of this portfolio of iconic brands. We look forward to a successful partnership with the Company's talented associates as we continue to serve The Jones Group's many loyal customers."
The acquisition, which is structured as a one-step merger with The Jones Group as the surviving corporation, is subject to customary closing conditions, including receipt of shareholder and regulatory approvals. The acquisition requires the affirmative vote of a majority of the votes cast by the holders of outstanding shares of the Company's stock, which will be sought at a special meeting of shareholders. The transaction is currently expected to close in the second quarter of 2014.
In connection with the merger agreement, Wesley R. Card and Richard Dickson, President and Chief Executive Officer, Branded Businesses at The Jones Group, who in the aggregate are holders of approximately 2.9% of the Company's stock, have each signed customary support agreements pursuant to which they have agreed to vote their shares in favor of the merger.
Citigroup Global Markets, Inc. is acting as lead financial advisor to The Jones Group and Peter J. Solomon Company is acting as financial advisor to the Company's Board of Directors. Cravath, Swaine & Moore LLP is acting as legal advisor to The Jones Group and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to the independent directors of the Company's Board of Directors. BofA Merrill Lynch and Guggenheim Securities, are acting as financial advisors to Sycamore Partners. Winston & Strawn LLP, Simpson Thacher & Bartlett LLP and the Law Offices of Gary M. Holihan, P.C. are acting as legal advisors to Sycamore Partners.
About The Jones Group Inc.
The Jones Group Inc. (www.jonesgroupinc.com) is a leading global designer, marketer and wholesaler of over 35 brands with product expertise in apparel, footwear, jeanswear, jewelry and handbags. The Jones Group has a reputation for innovation, excellence in product quality and value, operational execution and talent. The Company also markets directly to consumers through branded specialty retail and outlet stores, through concessions at upscale department stores and through its e-commerce sites.
The Company's internationally recognized brands and licensing agreements (L) include: Nine West, Jones New York, Anne Klein, Kurt Geiger, Rachel Roy (L), Robert Rodriguez, Robbi & Nikki, Stuart Weitzman, Brian Atwood(L), Boutique 9, Easy Spirit, Carvela, Gloria Vanderbilt, l.e.i., Bandolino, Enzo Angiolini, Nine & Co., GLO, Joan & David, Miss KG, Kasper, Energie, Evan-Picone, Le Suit, Mootsies Tootsies, Grane, Erika, Napier, Jessica Simpson (L), Givenchy (L), Judith Jack, Albert Nipon, Pappagallo and Rafe (L).
About Sycamore Partners
Sycamore Partners is a private equity firm based in New York. Sycamore raised its first fund in 2011 with more than $1 billion in commitments from leading foundations, endowments, family offices, pension and sovereign wealth investors. Sycamore specializes in consumer- and retail-related investments, and its strategy is to partner with established management teams to improve the operating performance of their businesses. The firm's investment portfolio currently includes Hot Topic, Inc.; The Talbots, Inc.; MGF Sourcing; and Pathlight Capital. For more information, please visit www.sycamorepartners.com.